FOREWORD

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Since its founding, Flex Engineering Ltd.’s business practices have been governed by integrity, honesty, fair dealing and full compliance with all applicable laws.

 

Flex Engineering Ltd. continues to grow as a truly global business built upon a solid and long standing reputation which is probably its most important asset. This reputation comes from the continuous application of the strong core values of Flex Engineering Ltd. shared by all employees.

 

In conformity with the requirements of our activities, the Code of Ethics and Business Conduct describes values, principles and rules applicable to all within Flex Engineering Ltd. upon which it has built its growth and relationships based on trust with clients, commercial partners and employees.

 

It is therefore vital that every Flex Engineering Ltd. employee act in compliance with the Code of Ethics and Business Conduct or making compliance a vital part of our business process and future success, in order to preserve and enhance the reputation of Flex Engineering Ltd. as a socially responsible company.

 

Cutting corners to obtain or retain business is not Flex Engineering Ltd. way. Flex Engineering Ltd. don’t take shortcuts, Flex Engineering Ltd. conduct business properly and is committed to this Code of Ethics and Business Conduct and have zero tolerance for any violation of its provisions.

 

The Code of Ethics and Business Conduct are tools to help you to better understand the policies and principles that drive our business. This Code is a roadmap to help you make the right decisions and to protect and preserve our longstanding business successes.

 

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OUR Core values

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Company Vision

 

To be recognized as an added value organization by our people, clients and society.

 

Mission Statement

 

Ensure our customers, principals, shareholders, satisfaction by providing innovative, localized, sustainable solutions and services in a cost effective and environmental manner.

 

Values

 

• Integrity (honestly, ethics and respect)

• Safety for people and environment

• Customer focus

• Teamwork

• Innovation

• Inclusiveness

 

Key principles

 

• Rigorous application of our Code of Ethics and Business Conduct

• All our business activities must always be governed by the principles of transparency, honesty and fairness

• Full compliance with the laws and regulations of the countries in which we operate

• Always fight bribery and corruption

 

Build Trust and Credibility

 

The success of our business  dependents on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through principled conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.

 

When considering any action, it is wise to ask: will this build trust and credibility for Flex Engineering Ltd.? Will it help create a working environment in which Flex Engineering Ltd. can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility.

 

Respect for the Individual

 

We all deserve to work in an environment where we are treated with dignity and respect. Flex Engineering Ltd. is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success.

 

Flex Engineering Ltd. is an equal employment/affirmative action employer and is committed to providing a workplace that is free of discrimination of all types from abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to his or her manager/supervisor or to human resources.

 

Create a Culture of Open and Honest Communication

 

At Flex Engineering Ltd. everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers/Supervisors have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

 

Flex Engineering Ltd. will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethics concerns in good faith.

 

Set Tone at the Top

 

The management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example.

 

To make our Code work, managers/supervisors must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers/Supervisors should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Flex Engineering Ltd., we want the ethics dialogue to become a natural part of daily work.

 

Uphold the Law

 

Flex Engineering Ltd.’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Flex Engineering Ltd. policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.

 

Competition

 

We are dedicated to ethical, fair and spirited competition. We will sell Flex Engineering Ltd. products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for Flex Engineering Ltd. or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.

 

Proprietary Information

 

It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

 

Selective Disclosure

 

We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to Flex Engineering Ltd., its securities, business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information.

 

Health, Safety and Environment (HSE)

 

Flex Engineering Ltd. is committed to maintaining a healthy environment. An HSE Policy and Management System has been designed to educate employees on safety in the workplace.

 

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Avoid Conflicts of Interest

 

Conflicts of Interest

 

We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of Flex Engineering Ltd. may conflict with our own personal or family interests. We owe a duty to Flex Engineering Ltd. to advance its legitimate interests when the opportunity to do so arises. We must never use Flex Engineering Ltd. property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with Flex Engineering Ltd.

 

Here are some other ways in which conflicts of interest could arise:

 

1. Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while you are employed with Flex Engineering Ltd.

2. Hiring or supervising family members or closely related persons

3. Serving as a board member for an outside commercial company or organization

4. Owning or having a substantial interest in a competitor, supplier or contractor

5. Having a personal interest, financial interest or potential gain in any Flex Engineering Ltd. transaction.

6. Placing company business with a firm owned or controlled by a Flex Engineering Ltd. employee or his or her family.

7. Accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, unless equally available to all Flex Engineering Ltd. employees.

 

Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers/supervisors or the HR department.

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Gifts, Gratuities and Business Courtesies

 

Flex Engineering Ltd. is committed to competing solely on a merit of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by Flex Engineering Ltd. was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Flex Engineering Ltd. does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of Flex Engineering Ltd. or customers, or would cause embarrassment or reflect negatively on Flex Engineering Ltd.’s reputation.

 

Accepting Business Courtesies

 

Most business courtesies offered to us in the course of our employment are offered because of our positions at Flex Engineering Ltd. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position at Flex Engineering Ltd. to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies that promote successful working relationships and good will with the firms that Flex Engineering Ltd. maintains or may establish a business relationship with.

 

Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Flex Engineering Ltd.is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Flex Engineering Ltd. business.

 

Meals, Refreshments and Entertainment

 

We may accept occasional meals, refreshments, entertainment and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:

 

• They are not inappropriately lavish or excessive.

• The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.

• The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.

• The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager/supervisor or co-worker or having the courtesies known by the public.

 

Gifts

 

Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:

 

• Flowers, fruit baskets and other modest presents that commemorate a special occasion.

• Gifts of nominal value, such as calendars, pens, mugs, caps and t-shirts (or other novelty, advertising or promotional items).

 

Generally, employees may not accept compensation, honoraria or money of any amount from entities with whom Flex Engineering Ltd. does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than US$ 100 may not be accepted unless approval is obtained from management.

Employees with questions about accepting business courtesies should talk to their managers/supervisors or the HR department.

 

​Offering Business Courtesies

 

Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon Flex Engineering Ltd. An employee may never use personal funds or resources to do something that cannot be done with Flex Engineering Ltd. resources. Accounting for business courtesies must be done in accordance with approved company procedures.

 

Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value provided that:

 

• The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization.

• The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish.

• The business courtesy is properly reflected on the books and records of Flex Engineering Ltd.

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Set Metrics and Report Results Accurately

 

Accurate Public Disclosures

 

We will make certain that all disclosures made in financial reports and public documents are full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.

 

Employees should inform the Management and the HR department if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.

 

Corporate Recordkeeping

 

We create, retain and dispose of our company records as part of our normal course of business in compliance with all Flex Engineering Ltd. policies and guidelines, as well as all regulatory and legal requirements.

 

All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with Flex Engineering Ltd.’s and other applicable accounting principles.

We must not improperly influence, manipulate or mislead any unauthorized audit, nor interfere with any auditor engaged to perform an internal independent audit of Flex Engineering Ltd. books, records, processes or internal controls.

 

 

Communication with the media and investors

 

We develop active communications to reinforce Flex Engineering Ltd. image towards its customers, shareholders and to the public. However, as Flex Engineering Ltd.is a listed company, such communications with the media or investors may affect Flex Engineering Ltd. image or reputation.

 

Great care must therefore be taken to examine and verify it. Media relations are the responsibility of the Management. All statements to the media or responses to inquiries from the media shall be handled through the Management.

 

Accountability

 

Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the HR department.

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Be Loyal

 

Confidential and Proprietary Information

 

Integral to Flex Engineering Ltd.’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential supplier and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

 

Use of Company Resources

 

Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.

 

Employees and those who represent Flex Engineering Ltd. are trusted to behave responsibly and use good judgment to conserve company resources. Managers/Supervisors’ are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

 

Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity, except for company-requested support to nonprofit organizations. We will not solicit contributions nor distribute non-work-related materials during work hours.

 

We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.

Questions about the proper use of company resources should be directed to your manager/supervisor.

 

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IMPLEMENTATION OF THE CODE OF ETHICS AND BUSINESS CONDUCT

 

The Code of Ethics and Business Conduct applies to all Flex Engineering Ltd. employees who are expected to comply with and must ensure that their day-to-day decisions are taken in compliance with the requirements of the Code.

 

Flex Engineering Ltd. business partners (i.e. joint-venture partners, subcontractors, agents and suppliers), are required to act in compliance with this Code in all their dealings with or on behalf of any Flex Engineering Ltd. company.

 

Any Flex Engineering Ltd. employee who fails to comply with the Code of Ethics and Business Conduct shall be subject to disciplinary measures which may include the termination of his or her contract of employment.

 

Several key questions can help identify situations that may be unethical, inappropriate or illegal. Ask yourself:

 

• Does what I am doing comply with the Flex Engineering Ltd. guiding principles, Code of Ethics and Business Conduct and company policies?

• Have I been asked to misrepresent information or deviate from normal procedure?

• Will there be any direct or indirect negative consequences for Flex Engineering Ltd.?

• Would I feel comfortable describing my decision at a staff meeting?

• How would it look if it made the headlines?

• Would I be happy if my decisions or my actions were reported in the press?

• Am I being loyal to my family, my company and myself?

• What would I tell my child to do?

• Is this the right thing to do?

 

If faced with uncertainty about what to do you must always:

 

• Stop for a moment

• Consult the applicable documentation

• If necessary speak with your direct line manager/supervisor